UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~ toPURSUANT ~~Section~~ TO SECTION 13 OrOR 15(d) ofOF THE ~~The~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

~~Date of report (Date of earliest event reported) December~~April 206, ~~2004~~2005

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

Commission File No. 001-12739

AESP, INC.

(Exact Name ofOf Registrant asAs Specified inIn Its Charter)

Florida (State Or Other Jurisdiction Of Incorporation Or Organization) 59-232781 (IRS Employer Identification No.)

~~(State~~1810 orN.E. ~~Other~~144th ~~Jurisdiction~~Street North ofMiami, ~~Incorporation~~Florida 33181 (Address Of Principal Executive Offices)

001-12739		59-232781
(Commission File Number)		(IRS Employer Identification No.)

1810 N.E. 144th Street, North Miami, FL		33181
(Address of Principal Executive Offices)		(Zip Code)

(305) 944-7710

(Registrant’s Telephone Number, Including Area Code)

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box below ~~Address,~~ if ~~Changed~~the ~~Since~~Form 8-K ~~Last~~is ~~Report~~intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section 4~~Item –1.02. ~~Matters~~Termination ~~Related~~of toa ~~Accountants~~Material ~~and~~Definitive ~~Financial Statements~~ Agreement.

~~Item~~ On ~~4.01~~April 6, ~~Changes~~2005, inAESP, ~~Registrant~~Inc, a Florida corporation (the “Company”) entered into termination agreements (the “Termination Agreements”) with each of Slav Stein, the Company’s ~~Certifying~~President ~~Accountant~~and Chief Executive Officer, and Roman Briskin, the Company’s Executive Vice President. Under the respective Termination Agreements, each of Messrs. Slav and Briskin have agreed to terminate, as of March 31, 2005, their employment agreements with the Company but to continue in their present officer positions with the Company as at-will employees.

OnThe Termination ~~December 20,~~Agreements ~~2004~~provide that, ~~the~~subject ~~Audit~~to ~~Committee~~such offuture determinations with respect to their compensation as may be made by the Company’s Board of Directors, each of ~~AESP, Inc~~Messrs. Stein ~~(the~~and ~~“Company”)~~Briskin ~~determined~~will continue to ~~dismiss~~earn ~~BDO~~his ~~Seidman~~current annual ~~LLP~~base ~~(“BDO”)~~salary asof ~~the~~$198,000 ~~Company’s~~per ~~independent~~annum, ~~auditors~~will ~~and~~ continue to ~~replace~~receive ~~them~~an ~~with~~automobile ~~Rachlin~~allowance ~~Cohen~~of &$500 per ~~Holtz~~month ~~LLP~~and ~~(“Rachlin~~will ~~Cohen”).~~continue ~~Rachlin~~to ~~will~~participate ~~serve~~in asthe benefit plans of the Company’s ~~independent~~in ~~auditors~~which ~~for~~he currently participates. In addition, each shall continue to hold the ~~fiscal~~Company ~~year~~stock ~~ending~~options ~~December 31~~that he currently holds, ~~2004.~~all ~~BDO~~in ~~has~~accordance ~~served~~with asthe terms of the ~~Company’s~~ ~~independent~~agreements ~~auditors~~with ~~since~~respect ~~1997~~to such options.

~~Except~~Also, under ~~as set forth in~~ the ~~next~~Termination ~~sentence of this paragraph~~Agreements, ~~BDO’s report on~~ the Company~~’s consolidated~~ ~~financial~~will ~~statements~~continue ~~for~~to indemnify each of ~~the fiscal years ended December~~Messrs. ~~31,~~Stein ~~2003~~ and ~~December 31,~~Briskin ~~2002~~with ~~did~~respect to ~~not~~his ~~contain~~actions as an ~~adverse~~officer ~~opinion~~and ordirector ~~disclaimer~~ of ~~opinion,~~the ~~nor~~Company ~~were~~to ~~they~~the ~~qualified~~fullest ~~or modified~~extent asprovided toby ~~uncertainty~~law, ~~audit~~as more ~~scope~~particularly orset ~~accounting~~forth ~~principles.~~in ~~However, BDO’s report on~~ the Company’s ~~financial~~articles ~~statements~~of atincorporation ~~December 31, 2003 included a going concern modification~~ and ~~an explanatory paragraph on the adoption of a new accounting pronouncement~~by-laws.

~~During~~The ~~the~~description ~~fiscal~~above ~~years~~is ~~ended~~qualified ~~December 31,~~in ~~2003~~its ~~and~~entirety ~~December 31,~~by ~~2002~~reference ~~and~~to the ~~interim~~Termination ~~period between December 31~~Agreements, ~~2003 and the filing date of this Current Report on Form 8-K, there were no~~ ~~disagreements~~copies ~~between the Company and BDO on any matter~~ of ~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure,~~ which, ifare ~~not~~filed ~~resolved~~as toExhibits ~~BDO’s satisfaction,~~10.1 ~~would~~and ~~have~~10.2 ~~caused BDO~~ to ~~make~~this ~~reference~~Form to the subject matter of the disagreement in connection with its report on the Company’s consolidated financial statements for such year, and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S8-K.

~~The~~Item ~~Company provided BDO with a copy of the foregoing disclosures~~8.01 ~~Attached~~Other ~~as Exhibit 16 is a copy of BDO’s letter, dated December 22, 2004 stating its agreement with such statements.~~ Events

~~The~~On ~~Board~~April 7, of2005, ~~Directors~~AESP, ~~engaged~~Inc. ~~Rachlin~~issued ~~Cohen~~a aspress ~~our~~release ~~new~~(the ~~independent~~“Press ~~auditors~~Release”) asreporting ofits ~~December~~intent ~~20,~~to ~~2004.~~voluntarily ~~Prior~~deregister toits ~~such~~common ~~date,~~stock under the ~~Company~~Securities ~~did~~Exchange ~~not~~Act ~~consult~~as ~~with~~amended. ~~Rachlin~~A ~~Cohen~~copy ~~regarding (i) the~~of ~~application~~the ofPress ~~accounting~~Release ~~principles,~~announcing ~~(ii)~~ the ~~type~~information ofis ~~audit~~attached ~~opinion~~to ~~that~~this ~~might be rendered by Rachlin Cohen or (iii)~~Exhibit ~~any other matter or reportable event~~99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Termination Agreement made and entered into as of March 31, 2005 by and between AESP, Inc. (the “Company”) and Slav Stein.
16		Letter from BDO Seidman dated December 22, 2004
10.2		Termination Agreement made and entered into as of March 31, 2005 by and between the Company and Roman Briskin.
99.1		Press Release issued by the Company on April 7, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has caused ~~this~~ this report to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized~~, this 23rd day of December, 2004~~.

AESP, INC. By: /s/ John F. Wilkens John F. Wilkens, Chief Financial Officer

Dated: April 8, 2005

Index to Exhibits


Exhibit Number		Description of Exhibit

10.1		Termination Agreement made and entered into as of March 31, 2005 by and between AESP, Inc. (the “Company”) and Slav Stein.

10.2		Termination Agreement made and entered into as of March 31, 2005 by and between the Company and Roman Briskin.

99.1		Press Release issued by the Company on April 7, 2005.

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